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Braze, Inc.

For the period ended Apr 30, 2026. Filed May 28, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 30, 2026 · Filed May 28, 2026

BRZE$46.08+0.6%Stored close · as of Nov 9, 2026

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of April 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of April 30, 2026 because of the material weakness in our internal control, discussed below.

Material Weakness

We identified a material weakness in internal control related to ineffective information technology general controls, or ITGCs, in the areas of user access and program change management over the information technology systems that support our financial reporting processes. Automated and manual controls that rely on system-generated data or reports from the affected information technology environment or process level automated controls in the affected information technology environment were ineffective because they could have been adversely impacted.

Remediation Plan

Management is committed to the planning and implementation of remediation efforts to address this material weakness, and significant progress has been made to date. These remediation efforts, summarized below, which have been implemented, or are in process of implementation, are intended to both address the identified material weaknesses and to enhance our overall financial control environment.

In particular, we have:

Enhanced controls and procedures over user access and program change management;

Strengthened our systems and IT compliance functions through targeted hiring, staff training and implementation of new IT policies;

Hired additional personnel to assist in control documentation and oversight; and

Engaged an external advisor to assist with control documentation, gap analysis and remediation monitoring.

Remediation of the control deficiencies that aggregate to the material weakness will conclude once the controls and related documentation are consistently executed for a sufficient period of time and are determined to be effective, through formal testing. While, we currently expect this to be completed during the fiscal year ending January 31, 2027, due to the time required for implementation, testing and validation, we cannot guarantee when full remediation will be achieved.

We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, our management may determine to take additional remediation measures beyond those outlined above.

Changes in Internal Control Over Financial Reporting

Other than the remediation efforts noted above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

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